HomeMy WebLinkAboutContracts & Agreements_2-2019NEOGOV ONLINE SERVICES AGREEMENT
This online services agreement and Order Form (collectively the "Agreement") is made and
entered into as of date the last of the Customer or NEOGOV has executed this Agreement ("the
"Effective -Date"), by and between GovernmentJobs com, Inc , a California corporation doing business
as NEOGOV ("NEOGOV"), with offices at 300 Continental Blvd, Suite 565, El Segundo, California
90245, and City of Redlands, CA a municipal corporation acting by and through its duly appointed
representative ("Customer")
1. Provision of Online Services
A Services Subject to the terms and conditions set forth herein, Customer hereby engages
NEOGOV, and NEOGOV hereby agrees, to provide Customer with, and/or access to, the
services (the "Services") described in this Agreement and in the order form attached hereto as
Exhibit "A" (the "Order Form7) Customer hereby acknowledges and agrees that NEOGOV's
provision and performance of, and Customer's access to, the Services is dependent and
conditioned upon Customer's full performance of its duties, obligations and responsibilities
hereunder
B Change_ Orders Either party may initiate a change to any part of the Order Form by delivering a
written change order request to the other party The receiving party shall notify the party making
such request, in writing within ten (10) business days of such receiving party's receipt of such
change order request, of such receiving party's acceptance or rejection of the proposed changes
If the receiving party fails to respond within such ten (10) business day period, such receiving
party shall be deemed to have refected such proposed changes If the receiving party approves
such change order, the parties shall agree on the estimate of time to complete the changes,
associated costs, an impact analysis indicating ramifications or impacts to the overall project, a
modification of any affected Fees, Services or deliverables, and any other relevant details related
to such change order
2. Customer Responsibilities In connection with the performance of this Agreement and the
provision of the Services, Customer shall be responsible for the following
A Compliance with Laws Customer shall be responsible for ensuring that Customer's use of the
Services and the performance of Customer's other obligations hereunder comply with all
applicable rules, regulations, laws, code and ordinances
B Customer Data and Website While NEOGOV is responsible for data integrity within the
NEOGOV Servers, Customer shall be solely responsible for (i) the accuracy and completeness of
all records, databases, data and information provided, submitted or uploaded by Customer or its
authorized end users in connection with this Agreement or use of the Services, (ii) the content,
quality, performance, and all other aspects of the goods or services and the information or other
content contained in or provided through Customer's website, and (iii) making and keeping
additional copies of all Customer Data Except set forth in Section 9, NEOGOV shall have no
obligation to provide or make available to Customer, and Customer shall have no right to
receive, a copy of the Customer Data or any associated data files in any format
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C Acceptable Use Customer shall not (i) provide system passwords or other login information
for the Services to any third party except those specifically authorized to access the Services in
this Agreement, (ii) share non-public NEOGOV system features or content with any third party,
(iii) access the Services in order to build, assist, or facilitate the assembly of a competitive
product or service, to build a product using similar ideas, features, functions or graphics of the
Services, or to copy any ideas, features, functions or graphics of the Services, (iv) reverse
engineer, decompile, disassemble or otherwise attempt to discover or directly access the source
code or any underlying ideas or algorithms of any portions of the Services or any underlying
software or component thereof; or (v) modify, create derivative works from, distribute, publicly
display, publicly perform, or sublicense the Services except as expressly permitted by this
Agreement In the event that NEOGOV suspects any breach of the requirements provided in this
Section 2(c), including by way of users of Customer's system, NEOGOV may suspend
Customer's access to the Services for the reasonable time required to confirm or deny suspicion,
in addition to other lawful remedies as required
D Unauthorized Access Customer will take reasonable steps to prevent unauthorized access to the
Services, including, without limitation, by protecting its passwords and other log -in information
for the Services Customer will notify NEOGOV immediately of any known or suspected
unauthorized use of the Services or breach of its security and will use best efforts to stop any
such breach
E Customer Equipment Other than the Services provided by NEOGOV, Customer is responsible
for all other services, equipment and facilities (including, without limitation, all hardware,
telecommunications equipment, connectivity, cabling and software) required to access the
Services Customer shall be responsible for procuring all licenses of third party software
necessary for Customer's use of the Services
3. Maintenance and Support Services
A Maintenance NEOGOV maintains NEOGOV's hardware/software infrastructure for the
Services and is responsible for maintaining the NEOGOV server operation, software delivery,
and security for the Services Preventive system maintenance is conducted by NEOGOV from
time to time and is addressed in a variety of methods including scalable architecture and
infrastructure, log checking, perforinance maintenance, and other preventative tasks Customer
is not responsible for NEOGOV system maintenance
B Modification NEOGOV may periodically modify the features, components and functionality of
the Services NEOGOV shall have no liability for, or any obligations to, investments in or
modifications to Customer's hardware, systems or other software which may be necessary to use
or access the Services due to a modification of the Services provided by NEOGOV
C Support Phone support for the Services is available to Customer between the hours of 6 OOAM
and 6 OOPM, Pacific Time, Monday through Friday, excluding NEOGOV holidays Online
support for the Services is available 24 hours a day, seven days a week Both phone and online
case receipts are confirmed immediately The length of time for a resolution of any problem is
fully dependent on the type of case (i e, High/Medium/Low priority, question, enhancement
NEOGOV Page 2 of 18
request) High priority issues such as "system down" will be addressed immediately and
resolved as soon as possible All other issues are reviewed internally by NEOGOV, and then
will be discussed and reviewed with Customer to identify priority and a resolution timeline
D Updates and Upgrades During the Term, NEOGOV will make all Updates and Upgrades to the
Services accessible to Customer at no additional expense to Customer Upgrades are automatic
and available upon Customer's next login to the Services following an Update or Upgrade
NEOGOV shall have no obligation to provide, at no additional expense to Customer, major
product enhancements and/or new features that NEOGOV markets separately to other customers
for an additional fee, provided, that, NEOGOV may, in its sole discretion, elect to provide such
enhancements or features to Customer on a case-by-case basis at no cost NEOGOV shall have
no liability for, or any obligations to, investments in or modifications to in Customer's hardware,
systems or other software which may be necessary to use or access the Services due to an Update
or Upgrade For the purposes hereof, (i) "Update" means any update, bug fix, patch or
correction of the Services or underlying NEOGOV software that NEOGOV makes generally
available to its third. -party customers of the same module, excluding Upgrades, and (ii)
"Up,nade" means any update of the Services or underlying NEOGOV software such as bug
fixes, platform updates, and mayor product enhancements and/or new features that NEOGOV
makes commercially available and does not market separately to other customers on a custom,
exclusive basis for a separate fee
E Traminiz NEOGOV will provide Customer with access to the online training materials All
NEOGOV provided training materials will be provided online, unless otherwise set forth in the
Order Form
F Limitations This Agreement does not obligate NEOGOV to render any maintenance or support
services that are not expressly required to be provided by NEOGOV in this Agreement,
including, but not limited to, training, data conversion, and program modification and
enhancement
4 Ownership and Protection
A Customer Data The Parties agree that as between NEOGOV and Customer, data or information
received or uploaded by Customer, and retained by Customer on NEOGOV Servers, is the sole
property of Customer, subject only to the rights of data subjects and the law (the "Customer
Data") NEOGOV shall acquire no rights in any Customer Data and process Customer Data only
to provide the Services or as otherwise instructed by Customer, or as may be required or
permitted by applicable law
B NEOGOV Intellectual Property As between NEOGOV and Customer, NEOGOV shall
exclusively own all right, title and interest in and to all Services (including any Update or
Upgrade thereto), NEOGOV's products, system, any software (including any source code or
object code) or documentation related thereto, any trademarks, service marks, logos and other
distinctive brand features of NEOGOV and all Proprietary Rights embodied therein (collectively,
the "NEOGOV Intellectual Property")
C Grant to Use Certain Data Customer agrees that NEOGOV may collect, disclose, and use
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quantitative and non -personal data derived from the use of NEOGOV Services for analysis, to
provide Services to Customer, develop improvements to Services, benchmarking, analytics,
marketing, job -seeker services, and internal business purposes for job -seeker and Customer
benefit
D Reservation of Rights This Agreement does not convey or transfer title or ownership of the
NEOGOV Intellectual Property to Customei or any of its users Except as expressly set forth in
Section 4(e), this Agreement does not grant Customer any licenses or other rights with respect to
any of the NEOGOV Intellectual Property All rights not expressly granted herein are reserved
by NEOGOV
E NEOGOV License Grant NEOGOV's approved logos and trademarks (the "Approved Marks"),
including the "powered by" logo, will appear on the "employment opportunities", "job
description" and other NEOGOV hosted pages NEOGOV hereby grants to Customer a limited,
revocable, non-exclusive, non -transferable, non-sublicensable Iicense during the Term to use and
reproduce the Approved Marks solely for purposes set forth in this Section 4(e) All uses of the
Approved Marks shall conform to NEOGOV's standard guidelines and requirements for use of
the Approved Marks
F Privacy NEOGOV will have no responsibility or liability for the accuracy of the Customer
Data Customer shall comply with all applicable laws and regulations relating to (i) the privacy
of users of the Services, including, without limitation, providing appropriate notices to and
obtaining appropriate consents from any individuals to whom Customer Data relates, and (n) the
use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of
any Customer Data (including any personally identifiable information) Without limiting the
generality of the foregoing, in using the Services or any other NEOGOV Intellectual Property,
Customer will not disclose or provide to NEOGOV any personally identifiable information of
any other person or entity
5, Representations, Warranties and Disclaimers
A Authority Each party represents and warrants to the other party that (i) it has full power and
authority under all relevant laws and regulations and is duly authorized to enter into this
Agreement, and (n) to its knowledge, the execution, delivery and performance of this Agreement
by such party does not conflict with any agreement, instrument or understanding, oral or written,
to which it is a party or by which it may be bound, nor violate any law or regulation of any court,
govennnental body or administrative or other agency having jurisdiction over it
B Service Performance Warranty NEOGOV warrants that it will perform the Services in a manner
consistent with industry standards reasonably applicable to the performance thereof
C No Other Warranty EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS
SECTION 5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND
CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK NEOGOV DOES NOT
MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
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AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE NEOGOV DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR
THAT ANY ERROR WILL BE CORRECTED
D Disclaimer of Actions Caused by and/or Under the Control of Third Parties NEOGOV DOES
NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV
SYSTEM AND OTHER PORTIONS OF THE INTERNET SUCH FLOW DEPENDS IN
LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR
CONTROLLED BY THIRD PARTIES AT TIMES, ACTIONS OR INACTIONS OF SUCH
THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE
INTERNET (OR PORTIONS THEREOF) ALTHOUGH NEOGOV WILL USE
COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS
APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR ACCORDINGLY, NEOGOV
DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH
EVENTS
E Compliance with Policies During this Agreement, Parties shall observe and comply with
NEOGOV policies, including but not limited to Service Level Warranties, Malicious Traffic,
Privacy, Incident Response, Retention, and Cookie Policies (the "Policies"), as from time to time
may be amended and of which applicable provisions are incorporated herein by reference.
Copies of Policies will be provided upon request Customer shall be notified in the event material
change to such Policies
6 Publicity Following the mutual execution and delivery of this Agreement, each party hereto may
advertise, disclose and publish its relationship with the other party under this Agreement NEOGOV
may display Customer's name and logo in connection with such advertisement, disclosure and
publishing
7 Nondisclosure Through exercise of each party's rights under this Agreement, each party may be
exposed to the other party's technical, financial, business, marketing, planning, and other information
and data, in written, oral, electronic, magnetic, photographic and/or other forms, including, but not
limited to (a) oral and written communications of one party with the officers and staff of the other party
which are marked or identified as confidential or secret or similarly marked or identified, (b) other
communications which a reasonable person would recognize from the surrounding facts and
circumstances to be confidential or secret and (c) trade secrets (collectively, "Confidential
Information") In recognition of the other party's need to protect its legitimate business interests, each
party hereby covenants and agrees that it shall regard and treat each item of information or data
constituting Confidential Information of the other party as strictly confidential and wholly owned by
such other party and that it will not, (x) without the express prior written consent of the other party (y)
except as permitted or authorized herein or (z) except as required by law including the Public Records
Act of the Customer's State, redistribute, market, publish, disclose or divulge to any other person, firm
or entity, or use of modify for use, directly or indirectly in any way for any person or entity (i) any of
the other party's Confidential Information during the Term and for a period of three (3) years thereafter
oi, if later, from the last date Services (including any warranty work) are performed by the disclosing
party hereunder, and (n) any of the other party's trade secrets at any time during which such information
NEOGOV Page 5 of 18
shall constitute a trade secret under applicable law In association with NEOGOV's concern for the
protection of trade secrets, Confidential Information, and fair market competition, Customer
acknowledges all photos, "screen captures", videos, or related media of NEOGOV products, pages, and
related documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of
such media
8. Liability Limitations
A TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL NEOGOV HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER
PERSON OR ENTITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, CUSTOMER'S USE OR, OR INABILITY TO
USE, THE SERVICES, UNDER ANY CIRCUMSTANCE, CAUSE OF ACTION OR
THEORY OF LIABILITY, OR DUE TO ANY EVENT WHATSOEVER, FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY
DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF
BUSINESS OPPORTUNITY OR PROFIT, LOSS OF USE, LOSS OF GOODWILL OR
BUSINESS STOPPAGE, EVEN IF NEOGOV KNEW OR SHOULD HAVE KNOWN OF
THE POSSIBILITY OF SUCH DAMAGES
B WITHOUT LIMITATION OF SECTION 8(A), EXCEPT FOR DAMAGES ARISING OUT OF NEOGOV'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, THE TO'T'AL LIABILITY OF NEOGOV FOR ANY AND ALL
CLAIMS AGAINST NEOGOV UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY
CUSTOMER TO NEOGOV UNDER THIS AGREEMENT DURING THE INITIAL TERM THE
FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL
PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS
AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE
LIMIT THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE
LIMIT THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION
OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY EACH
PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS
AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE
RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH
THIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN
DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER
THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO
THIS AGREEMENT
C Independent Allocations of Risk Each provision of this Agreement that provides for a limitation
of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of
the risks of this Agreement between the Parties This allocation is reflected in the pricing offered
by NEOGOV to Customer and is an essential element of the basis of the bargain between the
Parties Each of these provisions is severable and independent of all other provisions of this
Agreement, and each of these provisions will apply even if the warranties in this Agreement have
failed of their essential purpose
NEOGOV Page 6 of 18
9. Term and Termination
A Tenn This Agreement shall commence on the Effective Date and remain in effect for the initial
term set forth on the Order Form, unless terminated earlier in accordance with this Agreement
(the "Initial Term") Thereafter, this Agreement shall automatically renew for successive twelve
(12) month terms (each a "Renewal _Term" and together with the Initial Term, collectively, the
"Term") unless a party delivers to the other party, at least ninety (90) days prior to the expiration
of the Initial Term or the applicable Renewal Term, written notice of such party's intention to
not renew this Agreement, or unless terminated earlier in accordance with this Agreement In the
case of professional services, if no end date is specified in the SOW, then the SOW shall expire
upon completion of professional services or early termination as permitted by this Agreement
B Termination NEOGOV may suspend the Services or terminate this Agreement immediately in
the event of any of the following (A) Customer fails to pay any amount then due under this
Agreement and such failure is not cured within five (5) days following NEOGOV's written
notice thereof, (B) Customer is in material breach of this Agreement and such breach is not cured
within thirty (30) days following NEOGOV's written notice thereof; or (C) the Services
provided hereunder become illegal or contrary to any applicable law, rule, regulation, public
policy Customer may terminate this Agreement immediately if NEOGOV is in material breach
of this Agreement and such breach is not cured within thirty (30) days following Customer's
written notice thereof
C Effect of Termination Upon expiration or any termination of this Agreement, Customer shall
cease all use and refrain from all further use of the Services and other NEOGOV Intellectual
Property Additionally, Customer shall be obligated to pay, as of the effective date of such
expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement In the
event that Customer elects to receive Insight data files from the NEOGOV system, NEOGOV
shall provide Customer with a dedicated flat data file in CSV format or provide a proprietary
and confidential delete of data Such data files will be comprised of Customer's standard data
contained in NEOGOV's Insight Enterprise (IN) system NEOGOV retains the right to purge
such data files from NEOGOV's systems without consent from, or notice to, the Customer after
ninety (90) days after the date of expiration or termination of this Agreement
D Survival Sections 2, 4(a) through 4(d), 4(f), 5, 6, 7, 8, 9(c), 9(d), 12 and 13 shall survive the
termination or expiration of this Agreement
10 Payments Terms Except as expressly set forth in the applicable Order From or SOW, Customer
willpayall Fees set forth in the Order Form or SOW in accordance with the following (i) NEOGOV
Fees are invoiced annually in advance and NEOGOV may invoice all Fees due under this Agreement in
one invoice for each invoice period, (ii) invoices shall be delivered to the stated `Bill To" party on the
Order Form (iii) Customer shall pay NEOGOV the applicable fees (collectively, the "Fees") within the
applicable time periods as follows
A Customer shall pay all annual recurring Fees (including for any NEOGOV Integrations) for the
Initial Term within thirty (30) days of the date of Customer's execution and delivery of this
Order Form,
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B Customer shall pay all training Fees within thirty (30) days of the date of Customer's execution
and delivery of this this Order Form,
C Customer shall pay all setup and implementation Fees within thirty (30) days of the date of
Customer's execution and delivery of this this Order Form,
D any other Fees owed by Customer to NEOGOV pursuant to this Agreement shall be paid by
Customer within thirty (30) days of Customer's receipt of NEOGOV's invoice therefor,
E Customer shall pay all annual recurring Fees (including foi any NEOGOV Integrations) for any
Renewal Tenn within thirty (30) days of Customer's receipt of NEOGOV's invoice therefor
NEOGOV may, in its sole discretion, increase the Fees for any Renewal Term NEOGOV shall provide
Customer with written notice of any such Fee increase at least sixty (60) days prior to the
commencement of such Renewal Term
A Upon execution by Customer and NEOGOV, each Order From and/or SOW is non -cancellable
and non-refundable except as provided in this Agreement, and the Term as set forth in the Order
Form for NEOGOV subscriptions is a continuous and non -divisible commitment for the full
duration of the Term regardless of any invoice schedule Customer may withhold from payment
any charge or amount disputed by Customer in good faith pending resolution of such dispute,
provided that Customer (i) notifies NEOGOV of the dispute prior to the date such payment is
due, specifying in such written notice (A) the amount in dispute, and (B) the reason for the
dispute set out in sufficient detail to facilitate investigation by NEOGOV and resolution by the
parties, (n) makes timely payment of all undisputed charges and amounts, (m) works diligently
with NEOGOV to resolve the dispute promptly, and (iv) pays all amounts that are determined to
be payable by resolution of the dispute (by adversarial proceedings, agreement or otherwise)
within ten (10) days following such resolution
B Undisputed Fees In the event any undisputed amount due is not paid when due, the recipient
shall pay to the other party late payment interest on all undisputed amounts past due from such
due date therefore until paid in full at a rate equal to the lesser of (i) one percent (1%) per
month, or (ii) the maximum interest rate permitted by applicable law
C Customer Purchase Orders If Customer issues a purchase order, then it shall be for the full
amount set forth in the applicable Order Fonn or SOW, and NEOGOV hereby rejects any
additional or conflicting terms appearing in a purchase order or any other ordering materials
submitted by Customer, and conditions assent solely based on the terms and conditions of this
Agreement as offered by NEOGOV Customer agrees that a failure to provide NEOGOV with a
corresponding purchase order shall not relieve Customer of its obligations to provide payment to
NEOGOV pursuant to this Section 10
D Taxes Customer will pay all taxes, duties and levies imposed by all federal, state and local
authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based
on the transactions or payments under this Agreement, except those taxes imposed or based on
NEOGOV's net income or those exempt by applicable state law Customer shall provide
NEOGOV with a certificate or other evidence of such exemption with ten (10) days of
NEOGOV's request therefor
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11 Force Mareure NEOGOV shall not be liable for any damages, costs, expenses or other
consequences incurred by Customer or by any other person or entity as a result of delay in or inability to
deliver any Services due to circumstances or events beyond NEOGOV's reasonable control, including,
without limitation (a) acts of God, (b) changes in or in the interpretation of any law, rule, regulation or
ordinance, (c) strikes, lockouts or other labor problems, (d) transportation delays, (e) unavailability of
supplies or materials, (f) fire or explosion, (g) riot, military action or usurped power, or (h) actions or
failures to act on the part of a governmental authority
12, Piggyback Clause. It is understood and agreed by Customer and NEOGOV that any governmental
entity (the "New Entity") may purchase the services specified herein in accordance with the terms and
conditions of this Agreement It is also understood and agreed that each New Entity will establish its
own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in
accordance with the terms of the contract established between the New Entity and NEOGOV With
respect to any purchases by a New Entity pursuant to this Section, Customer (i) shall not be construed
as a dealer, re -marketer, representative, partner or agent of any type of NEOGOV, or such New Entity,
(ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee
thereof under the agreement or for any payment required to be made with respect to such order, and (iii)
shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures
or requirements of applicable law or to obtain the due authorization and approval necessary to purchase
under the agreement Termination of this Agreement shall in no way limit NEOGOV from soliciting,
entering into, or continuing a contractual relationship with any New Entity of which procured NEOGOV
services using this Agreement In the event this Agreement is terminated, the agreement between the
New Entity and NEOGOV shall survive, subject to local procurement law
13. Miscellaneous
A Assignment This Agreement may not be assigned by either party without the express written
approval of the other party and any attempt at assignment in violation of this Section 13(a) shall
be null and void
B Entire Agreement, Amendment This Agreement and the Order Foran constitute the entire
agreement between the parties with respect to the subject matter hereof and supersede all prior or
contemporaneous oral and written statements of any kind whatsoever made by the parties with
respect to such subject matter This Agreement may not be modified or amended (and no rights
hereunder may be waived) except through a written instrument signed by the party to be bound
C Governing Law This Agreement shall be governed by and construed in accordance with the
laws of Customer's State, without giving effect to conflict of law rules
D Severability If any provision of this Agreement is held to be illegal or unenforceable, such
provision shall be limited or eliminated to the minimum extent necessary so that the remainder of
this Agreement will continue in full force and effect and enforceable
E Independent Contractor, Third PartyAgreements Customer is and shall be deemed to be an
independent contractor of NEOGOV and nothing contained herein shall be deemed to constitute
a partnership between or a point venture by the parties hereto, or constitute either party the
NEOGOV Page 9 of 18
employee or agent of the other Customer acknowledges that nothing in this Agreement gives
Customer the right to bind or commit NEOGOV to any agreements with any third parties This
Agreement is not for the benefit of any third party and shall not be deemed to give any right or
remedy to any such party whether referred to herein or not
F Cost of Requests In the event NEOGOV is required to provide a data dump or respond to a
subpoena, court order or other legal process for the production of documents and/ or testimony
relative to this Agreement or Customer's use of the Services, Customer agrees to compensate
NEOGOV at hourly rates for the time expended to provide a response, and to reimburse
NEOGOV for any out-of-pocket costs incurred
G Notices All notices or other communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given either when personally delivered, one (1) business
day following delivery by recognized overnight courier or electronic mail, or three (3) business
days following deposit in the U S mail, registered or certified, postage prepaid, return receipt
requested All such communications shall be sent to (i) Customer at the address set forth in the
Order Form and (n) NEOGOV at the address set forth in the introductory paragraph hereof
Notice of change of address shall be given by written notice in the manner detailed in this
Section 13(f)
H Waiver The waiver, express or implied, by either parry of any breach of this Agreement by the
other party will not waive any subsequent breach by such party of the same or a different kind
I Attorneys' Fees Should either party hereto initiate a legal or administrative action or proceeding
(an "Action") to enforce any of the terms or conditions of this Agreement, the prevailing party
shall be entitled to recover from the losing party all reasonable costs of the Action, including
without limitation attorneys' fees and costs
J Conflict In the event of a conflict between the body of this Agreement and the Order Form, the
terms of the body of this Agreement shall control
K Counterparts This Agreement may be executed in two or more counterparts, each of which will
be deemed an original, but all of which taken together shall constitute one and the same
instrument Delivery of a copy of this Agreement bearing an original signature by facsimile
transmission, by electronic mail or by any other electronic means will have the same effect as
physical delivery of the paper document bearing the original signature
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
duly authorized officers as of the Effective Date
Customer City of R lands, a municipal
corporation
Signature W
Print Name Janice McConnell
GovernmentJobs com, Inc (dba "NEOGOV") a
California Corporation
Signature
TU
Print Name John Uoss
Title Acting City Manager Title NEOGOV Controller
Date 1 ' " I
ATTEST
By 4�;�
J e Donaldson, City Clerk
Date��t�'
NEOGOV Page 11 of 19
Customer & Customer
Address:
EXHIBIT A — ORDER FORM
Bill To (if different than Customer
Address):
City Cleric
City of Redlands
35 Capon Street
P O Box 3005 (mailing)
Redlands, CA 92373
Quote Date.
Initial
Valid To: Today plus 30
Term:
12 Months from the date of execution
days
of this Agreement.
Billing
January 2, 2019 to December 31, 2021
Frequency:
Annual
Annual Recurring Fees
Lm
e Descry hon'- Initial Annual Recurring Feet
1 Insight Enterprise Edition Subscription
2 GovernmentJobs com Job Posting Subsen tion GJC
3 Perform PE Subscription
4 Onboard ON Subscription
5 Learn LE Subscription
6 NEOGOV Inte ations Subscription
y..... �..... Sub,Tot
al
Non -Recurring Fees
NEOGOV Page 12 of 18
'Items designated as Not Applicable, NIA or NA on the Order Form are not included in the Services
Customer may request a quote for these items at their discretion throughout the Term
2 The annual recurring Fees for a Renewal Term are subject to increase pursuant to the Agreement
1 Description of Services
(a) Insight Enterprise (IN) Insight Enterprise (IN) is designed to address five major areas of human
resource activities including recruitment, selection, applicant tracking, reporting and analysis, and
HR automation As described below, Insight Enterprise (IN) enables agencies to post class
specifications online, post fob announcements on Customer websites, accept online applications,
conduct applicant tracking including EEO and other statistical analysis, create email/hardcopy
applicant notices, complete item analysis, create/route/approve requisitions and hire actions online,
and certify eligible lists electronically A subscription to Insight Enterprise (IN) will include the
following
Recruitment Selection
• Online job application . Configurable supplemental questions
• Configurable Career site . Define unique automatic scoring plans
• Automatic online job interest cards . Test analysis and pass -point setting
• Recruitment and examination planning • Score, rank, and refer applicants
Applicant Tracking.
• Email and hardcopy notifications
• EEO Data collection and reports
• Track applicants by step/hurdle
• Schedule written, oral, and other exams
• Candidate self-service portal for scheduling
and application status
Career Pages
+ NEOGOV will provide the URLs for the
Career Pages, which the Customer will use
to advertise on their website Customer will
need to change the IP addresses for the
following three Customer website links
(NEOGOV will provide the new link
addresses)
NEOGOV
Reporting and Analysis.
• 90 standard system reports
• Ad hoc reporting tool
HR Automation.
• Automatically route job requisitions and
hire actions for approval
• Automatically score and pass/fail
applicants based on scoring plans
• Automatically email users when there are
candidates sent to them for review
• Automatically email jobseeker fob interest
card notices for jobs posted on the main job
openings page
Insight Training
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• Job openings
• Promotional job openings
• Transfer Job openings
• Class Specifications
• Job Interest Cards
Optional Integrations
• Customer may export data from and to
Insight Enterprise (IN) to integrate with
other systems Specifications regarding
optional, for cost, NEOGOV integrations can
be made available to Customer including
• NEOGOV will create a Customer -specific
training environment for Insight Enterprise
(IN), which is used by Customer during
training and afterwards to train in prior to
moving into production
• Customer will have full access to the
demo/training environment setup for
Insight Enterprise (IN)
• NEOGOV training is available online
(web -based, pre -built, content) unless
otherwise proposed as included in the
Order Form
'
• Configure New Hire Export Interface
• NEOGOV's pre -built, online training
consists of a series of web courses as well
• Configure Position Control Import
as a series of hands-on exercise designed to
Interface
introduce the standard features and
• Class Spec Interface
functions and may be used as reference
• Employee Integration
material by the staff following training to
• As part of each such integration, NEOGOV
conduct day-to-day activities The pre -
shall
built, online training includes exercises
• Conduct protect scope, review integration
that are designed to be flexible enough to
plan, discuss timeline, and set schedule
allow Customer led training sessions
for required meetings
internally to introduce user -specific
• Provide Integration Worksheets and/or
requirements and processes for staff to
learn the system as closely as possible to
guides
the customer's actual recruitment
processes after go -live
(b) GovernmentJobs com Job Postmg Subscription A subscription to GovernmentJobs corn Job Posting
Subscription will include the following functionality
• Enables organizations to advertise their
job postings created in Insight on the
GovernmentJobs com website
• May add an unlimited number of postings
• Note Jobs advertised on the promotional and transfer webpages are not advertised on
GovernmentJobs com as these are typically for internal employees
(c) PerformPPEE1. Perform (PE) is designed to address the major areas of human resource activities
centered around employee performance management As described below, Perform (PE) includes
built-in workflow for business processes, configurable tasks, performance evaluations and reports
A subscription to Perform (PE) will include the following
• Configurable Performance Evaluations
• Ability to build Library of Goals, Competencies, and Writing Assistants
• Shareable Competency Content
• Development Plans
NEOGOV Page 14 of 18
• Configurable Process Workflows
• Scored and Non -scored Rating Scales
• Log of Performance Observations throughout the year
• Peer Reviews & Multi -rater capability
• Configurable Email Notifications
• Automatic Evaluation Creation
• Ability to perform actions in bulk for Employees & Evaluations
(d) Onboard ON Onboard (ON) is designed to facilitate the onboarding process for new hires As
described below, NEOGOV maintains standard forms as part of the annual subscription Agencies
shall maintain any custom forms created by Customer A subscription to Onboard (ON) will include
the following functionality-
• Electronic Employee File of Onboard forms
• Federal 19 and W4 forms
• Checklists of tasks to create specific Onboard process by position, department, division or
class spec
• Configurable new hire portal
• Ability to promote, rehire and offboard employees (task assignment based on new position)
• Global form bank
• Configurable Email Notifications
• Automation of Onboard process
• Build your own Onboarding forms Onboard (ON) includes Federal I9 and Federal W4 forms
which are updated as new versions are released Additional forms or fora maintenance is
available from NEOGOV at the following cost
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour
(e) Learn (LE) Learn (LE) is designed to provide a seamless experience for organizations to train and
develop employees LE addresses the critical need of organizations to ensure completion of required
trainings By tracking both in-person and online training in one central place, organizations can
improve employee performance and safety and reduce risk and liability claims A subscription to
Learn (LE) will including the following
• Create, schedule, enroll learners in, and track completion of online and in-person, classroom
trainings
• Ability to upload SCORM course content files
• Certificates after course completion
• Learner transcripts & class rosters
• Course catalog with configurable categories for learners to browse
• Centralized dashboard that displays all required and elective trainings (online and in-person)
that employees are enrolled in
• Hundreds of `off-the-shelf online courses
• Learn Setup and Implementation will include the following activities
NEOGOV Page 15 of 18
NEOGOV will work with Customer staff to understand the existing processes, as well as
other workforce business practices, where applicable
NEOGOV will establish Customer's production environment
All NEOGOV products will be implemented off-site
(f) NEOGOV Training.
• NEOGOV training is available online (web -based, pre -built, content) unless otherwise
proposed as included in the Order Form
• NEOGOV's pre -built, online training consists of a series of tutorials to introduce the standard
features and functions and may be used as reference material by the staff conducting day-to-
day activities
(g) NEOGOV Implementation The following activities will be conducted as a part of the Services
• Customer to review the project kick-off tutorial for information on the project timeline,
deliverables, and establish project expectations
• NEOGOV will work with Customer staff to understand the existing processes as well as other
workforce business practices where applicable
• NEOGOV will establish Customer's production environment
• All NEOGOV products will be implemented off-site Customer may integrate NEOGOV
solutions with other systems using standard NEOGOV integration tools, export data from
Insight Enterprise (IN) using web services and/or flat files to integrate with other systems, but
the specifications and scope must be defined prior to agreeing to a timeline or price
• Following NEOGOV product rollout, NEOGOV and Customer will confirm the rollout was
completed successfully and that any production questions are addressed promptly
(h) NEOGOV Integrations NEOGOV offers Standard Integrations as well as platform APIs for third
party system integration(s) A subscription to Standard Integrations includes the following
• Conduct project scope, review integration plan, discuss timeline, and set schedule for required
meetings
• Annual maintenance by NEOGOV
• Employee import and export
• Department division position import and export
• Note NEOGOV APIs are to be configured directly by Customer staff using NEOGOV
documentation If required, professional services may be included by NEOGOV to help define
and validate scope, business requirements, timelines, and associated costs (if applicable)
2 Miscellaneous
(a) Online Services Agreement This Order Form is an attachment to and part of that certain Online
Services Agreement (the "Agreement") by and between NEOGOV and Customer Terms not
defined in this Order Form shall have the meanings set forth in the Agreement THERE ARE
SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, WARRANTY DISCLAIMERS
AND LIABILITY LIMITATIONS CONTAINED IN THE AGREEMENT CUSTOMER HEREBY
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ACKNOWLEDGES AND AGREES THAT IT HAS READ THE AGREEMENT IN ITS
ENTIRETY AND AGREE TO BE BOUND BY ITS PROVISIONS
(b) Effectiveness Neither Customer nor NEOGOV will be bound by this Order Form until this Order
Form has been signed by authorized representatives of both parties
(c) Modifications This Order Form may not be modified or amended except through a written
instrument signed by the party to be bound
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IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their respective
duly authorized officers as of the date set forth below
Customer: Cit7'n
dlands
Signature�
�v
Print Name Janice McConnell
NEOGOV: Govern entJo coin, Inc
Signature
Print Name JoIloss
Title Acting City Manager Title
Date } /1q _ Date
ATTEST
By
e Donaldson, City Clerk
NEOGOV Controller
NEOGOV Page 18 of 18